Dear Clients and Partners,
For years, multinational corporations operating in Vietnam have navigated a complex and often redundant regulatory landscape when it comes to internal reorganization. Under the previous interpretations of the Competition Law 2018 and Decree 35, even the most routine "housekeeping" tasks: such as moving a subsidiary from one regional holding company to another: frequently triggered full-blown merger control notifications.
As we move through 2026, the landscape is shifting. A significant overhaul of Vietnam’s merger control regime is underway, aimed squarely at eliminating these administrative bottlenecks. This transition represents a pivot toward international best practices, prioritizing substantive competition analysis over rigid, form-based reporting. For your business, this means faster execution, lower compliance costs, and a more predictable restructuring playbook.
In this article, the experts at BLaw Vietnam provide a comprehensive analysis of these changes and explain how they will fundamentally optimize the way you manage your corporate group.
1. The Historical Pain Point: Internal Deals as "Economic Concentrations"
To appreciate the value of the 2026 overhaul, one must understand the friction points of the outgoing system. Historically, Vietnam’s competition authorities applied an "effects-based" regime that, in theory, targeted transactions that might cause a "substantial lessening of competition." However, in practice, the jurisdictional thresholds were remarkably low.
More importantly, there was no explicit exemption for intra-group transactions. The Vietnam Competition Commission (VCC) traditionally viewed "control" at the direct shareholding level rather than the ultimate parent level. Consequently, if Subsidiary A transferred its shares in Subsidiary B to Subsidiary D (both owned by the same Global Parent), the VCC often deemed this a notifiable "economic concentration" if the asset or revenue thresholds were met.
These "regulated deals" often forced companies into:
- Lengthy Waiting Periods: Phase I reviews typically took 2–3 months, while complex Phase II reviews could stretch to 150 days.
- Sequencing Delays: Global restructurings were often held hostage by the Vietnam-specific filing requirement, preventing synchronized "closing" dates across jurisdictions.
- High Administrative Costs: Drafting dossiers and responding to "stop-the-clock" Requests for Information (RFIs) consumed significant legal and management resources.
Understanding these pain points is essential for navigating the updated IRC/ERC simplified procedures that now complement the merger control changes.
2. Core Pillars of the Merger Control Overhaul
The Ministry of Industry and Trade (MOIT) has recognized that requiring full notification for pure intra-group moves is an unnecessary burden on both the state and the private sector. The 2026 reforms focus on three primary themes that will streamline your operations.
Flexible Notification Thresholds
Instead of hard-coded figures within the primary Law, the new Article 29(6) empowers the Government to set and adjust thresholds via Decree. This allows for a more dynamic regulatory environment that can respond to GDP growth, inflation, and market realities. We expect to see a meaningful increase in the current thresholds (previously set at VND 3,000bn for assets/revenue and VND 1,000bn for transaction value).
The "Holy Grail": Intra-Group Exemptions
The most impactful change for corporate groups is the proposed exemption for internal reorganizations. MOIT is moving to align Vietnam with the EU and US regimes, where transactions that do not change the ultimate controlling entity are typically outside the scope of merger control. This means "plain vanilla" transfers within your group may soon bypass the VCC entirely.
Streamlined e-Filing and Dossiers
Building on the momentum of the VNeID Level 2 integration for businesses, the VCC is implementing a new e-filing system. This is intended to simplify the notification process for transactions that still require filing but pose no realistic threat to competition.
3. How the Overhaul Redefines Your Restructuring Playbook
The removal of these regulatory hurdles will have a cascading effect on how you design and sequence your internal reorganizations.
Faster Implementation of Global Strategies
Today, many internal moves are implementable only after waiting for VCC clearance. Post-overhaul, non-problematic internal moves should be implementable immediately or via a significantly accelerated "light-touch" procedure. This allows your Vietnam footprint to keep pace with global corporate changes, rather than lagging behind by several months.
Simplified Transaction Documentation
In the past, internal share purchase agreements (SPAs) or asset transfer agreements had to include detailed Conditions Precedent (CPs) related to merger clearance. As these deals fall out of the VCC’s scope, you can simplify your legal documents, reduce long-stop dates, and minimize the need for elaborate interim covenants. This also relates to the no-tax exception for internal restructuring, which further enhances the efficiency of such moves.
Rethinking Holding Structures
With higher and more flexible thresholds, the way you allocate sales and assets across Vietnamese entities will have strategic implications. If your group structure is optimized, you may remain below the "notification radar" for future internal transfers or bolt-on acquisitions. This is a critical consideration for those looking to update company registration and stay compliant.
4. The "Digital Caveat": Why Not All Restructurings Are Exempt
While the overhaul aims to reduce the burden on low-risk deals, the VCC is simultaneously sharpening its focus on the digital economy. In 2026, the regulator is particularly concerned with "killer acquisitions": where a dominant firm acquires a nascent competitor to stifle innovation: and the consolidation of data-rich assets.
If your group restructuring involves the following, you may still face scrutiny:
- Consolidation of Data: Moving a customer database or proprietary AI algorithm from one entity to another within a digital ecosystem.
- Platform Dominance: Restructuring that significantly strengthens a platform’s control over a specific market segment.
- Strategic IP Transfers: Centralizing intellectual property that serves as a barrier to entry for competitors.
For these sectors, we recommend reviewing Vietnam’s AI data mining rules and the 2026 Intellectual Property Law pitfalls to ensure your internal shifts don't inadvertently trigger a competition investigation.
5. Practical Steps for Your Compliance Team
To prepare for the full implementation of these reforms, BLaw Vietnam recommends the following proactive measures:
- Conduct a Portfolio Audit: Map your Vietnam group to identify which entities hold significant assets or generate the highest revenue. This data will be critical when comparing your group against the new, flexible thresholds.
- Verify Beneficial Ownership: Ensure your Ultimate Beneficial Owner (UBO) records are accurate. To qualify for intra-group exemptions, you must be able to prove that ultimate control remains unchanged.
- Update your M&A Playbook: Revise your standard internal transfer documents. As the law changes, your requirements for merger control warranties and CPs should evolve to reflect the reduced regulatory burden.
- Monitor Sector-Specific Thresholds: Be aware that certain sectors, such as banking and insurance, may maintain different thresholds or require additional notifications under their respective sector-specific laws.
6. Conclusion: A New Era of Corporate Agility
The overhaul of Vietnam’s merger control regime is a clear signal that the government is committed to fostering a more business-friendly environment. By lifting the administrative weight of benign intra-group reorganizations, the state is allowing businesses to focus on growth rather than paperwork.
Through the above analysis, it is clear that while the path is becoming smoother, it is also becoming more nuanced: especially for companies operating in the digital or data-driven sectors. Success in this new era requires a combination of strategic foresight and meticulous compliance.
At BLaw Vietnam, we are thrilled to help our clients navigate these innovative changes. Our team of highly qualified legal experts has a proven track record of streamlining complex restructurings and ensuring seamless compliance with both competition and labor regulations.
If you are planning a group restructuring or have questions about how the new merger control thresholds apply to your business, we invite you to reach out. Our team is ready to provide the consultative and personalized support you need to optimize your operations in Vietnam.
Contact us today to schedule a consultation and take the first step toward a more efficient corporate structure.